U.S. SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC
                                      20549

                                -----------------

                                   FORM 10-QSB

/X/  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2006



/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                        Commission file number: 001-32134
                                                ---------

                              Z TRIM HOLDINGS, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                        ILLINOIS                     36-4197173
               -------------------------------    ------------------
                (State or Other Jurisdiction of    (I.R.S. Employer
               Incorporation or Organization)     Identification No.)

                  1011 CAMPUS DRIVE, MUNDELEIN, ILLINOIS 60060
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (847) 549-6002
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes / / No /X/

The registrant has a single class of common stock, par value $.00005 per share,
of which there were 61,700,357 shares issued and outstanding as of November 10,
2006.

Transitional Small Business Disclosure Format (Alternative 2): Yes / / No /X/

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

See Consolidated Financial Statements beginning on page F-1.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion is intended to assist in understanding the financial
condition and results of operations of Z Trim Holdings, Inc. You should read the
following discussion along with our financial statements and related notes
included in this Form 10-QSB. The following discussion contains forward-looking
statements that are subject to risks, uncertainties and assumptions. Our actual
results, performance and achievements in 2006 and beyond may differ materially
from those expressed in, or implied by, these forward looking statements.

OVERVIEW

Z Trim Holdings, Inc. was founded in 1994 as Circle Group Entertainment Ltd. The
name was changed in 2006 to Z Trim Holdings, Inc. In 2005, Z Trim Holdings, Inc.
(the "Company") refined its direction from a pioneer of emerging technology
companies where it provided small business infrastructure, funding and
substantial intellectual capital to bring important and timely life-changing
technologies to the marketplace through all phases of the commercialization
process, to a company that is focusing its resources on the manufacture,
marketing and sale of Z Trim(R), its zero calorie fat substitute and other non-Z
Trim related products. The company will continue exploring all available options
for its other Z Trim(R) technologies and related assets.

Z Trim(R) is a line of all natural zero calorie fat substitutes originally
developed by the United States Department of Agriculture (USDA). Z Trim(R) is
now sold to consumers for home-use, restaurants, schools, food and fast food
manufacturers, health and wellness centers, and food providers to decrease fat
and calories and increase insoluble fiber in a variety of products. Z Trim(R)
can be used in cheeses, baked goods, meat products, dressings, sauces,
confectionery products and a wide range of other prepared foods. FiberGel
Technologies, a subsidiary of Z Trim Holdings, Inc. owns all exclusive rights to
Z Trim(R) for all fields of use in both the United States and internationally.

The Mundelein, Illinois plant, built in 2004, was a critical step in our plan.
We needed additional production capacity in order to execute our marketing
plans for the Z Trim(R)product lines. This, along with the advancements that we
have made within the product development and strategic marketing areas for our Z
Trim(R)products have positioned us for a promising future. In order to help us
reach our goals, we have assembled an advisory board comprised of food industry
experts, doctors and scientists, health and fitness professionals, chefs and
food formulators.

We are in the process of executing our marketing plans. The plans include both
wholesale and retail products targeted to food companies, distributors,
restaurants, schools, and consumers. They also include the direct supply of
product, as well as license programs for manufacturers interested in production
in their own plants. We have an aggressive plan to educate both the food
industry and consumers about the uses and benefits of Z Trim(R) products, and we
continue to develop additional products to service these markets.

Z Trim Holdings has accumulated a substantial Intellectual Property Portfolio
for its products and technologies including patents, trademarks, trade secrets
and licensed rights. This portfolio will provide the company with the protection
needed as it moves forward in the competitive business environment. Additional
intellectual property will be added to the portfolio as advances in the existing
technologies and new technologies are developed.


                                        2
<PAGE>
RECENT MATERIAL DEVELOPMENTS

On October 27, 2006 Z Trim Holdings, Inc. announced that it has entered into a
supply and marketing agreement with a top nutritional supplement company to
supply, market and distribute Z Trim(R) as a dietary supplement and as an
ingredient in foods. The supplement company, Thorne Research, Inc. of Dover,
Idaho, will introduce Z Trim supplements to a major drug store chain, the
medical professional market, the mass retail market and national health food
stores, among others.

Thorne Research, a privately held company, was formed over two decades ago, and
is a leading manufacturer and high quality marketer of science based,
hypoallergenic, dietary supplements. Their core business is their own brand,
which is marketed exclusively to physicians and other licensed health care
professionals, practitioners and pharmacies. Thorne also has its own retail
nutrition brand of supplements currently being sold to the Health Food Store
market under the brand name Sound Nutrition. Both brands are supported by a full
complement of national sales and marketing teams. Thorne also has branding in
the Food, Drug and Mass Marketing channels.

On October 18, 2006 Taglich Brothers, Inc. announced that it has initiated
coverage of Z Trim Holdings, Inc. Taglich Brothers, Inc. is a full-service
broker dealer focused exclusively on microcap companies. The complete 27-page
report is available at:
http://www.taglichbrothers.com/equityuniverse/companies/ztrim/ztrim.asp
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On October 13, 2006 Z Trim Holdings, Inc. announced that one of the top bread
manufacturers in South America is using Z Trim to completely replace fats in ten
different flavors of its premium light breads, according to DKSH, Z Trim's
international marketing partner.

The newly reformulated breads, which boast "0% fat," include the flavors of oat,
gluten & fiber, Rye, Whole Grain & Fiber, Multi-Grain, Yogurt, Linseed & Fiber,
Soy, Black, and standard white bread.

On October 12, 2006 Z Trim Holdings, Inc. announced that it has retained the
services of Investor Awareness, Inc. as its investor relations firm.
Chicago-based Investor Awareness, Inc., a full service investor and media
relations consulting firm, provides private and publicly traded companies with
customized programs to generate awareness among members of the financial
community. Investor Awareness specializes in accelerating growth in the value of
small to mid-size companies.

On September 15, 2006 Z Trim Holdings, Inc. was notified by organizers of the
Food Ingredients South America's (FISA) International Exhibition for Solution
and Technology for the Food Industry, that their natural fat replacement
ingredient, Z Trim, was selected by a judging panel of industry and technical
experts as "the most innovative ingredient, 2006," beating out four other
finalists for the honor.

The announcement was made during the trade show event September 12 at the
Transamerica Expo Center in Sao Paolo, Brazil following formal presentations
before a panel of technical experts that ultimately selected the winner. The
other finalists competing against Z Trim included Danisco's Hexose Oxidase
enzyme product, DSM's Lafti Probiotics, Sensient Technologies' Appeal RM - 023B,
and Gelita's Instant Gel Schko. Judging criteria included innovations and
technical originality, benefits for the industry process, manufacturer's
technology, benefits for the consumer, and economic viability.

Z Trim was submitted for nomination by Z Trim's international marketing partner,
Diethelm, Keller, Siber & Hegner's (DKSH Market Intelligence) out of their South
American office, located in Santiago, Chile. DKSH has been instrumental in
presenting Z Trim for use by major bakery and meat production firms in South
America, Europe, Asia and Australia. DKSH's clients are experiencing great
successes replacing fat with Z Trim in meats such as sausages and ham, in cream
cheese, and in baked items such as cookies, ice cream, and bread.

The FISA judges cited Z Trim's versatility among its many advantages.

Vogler Ingredients, a Brazilian ingredients and food formulation company,
created ice creams, yogurts and cream cheeses containing Z Trim for sampling at
their booth. Kraki, a large meat production firm in South America, distributed
samples of various processed meats and lunch meats at their booth, including
mortadella and other bolognas, olive loaf, sausage, and hot dogs. Both companies
passed out samples of Z Trim, along with the foods made with Z Trim.

News of the award attracted strong interest from formulators within the food
industry. Shortly after the announcement that Z Trim had won, DKSH received
requests for meetings with several more large and small international food
companies.

On August 30, 2006 the Company announced that it launched a new line of weight
loss products. The Company began selling Z Trim Appetite Control Capsules on
that date. One to two capsules before meal time should decrease appetite and the
amount of food you eat. The capsules can also be taken between meals to suppress
hunger. Z Trim is also developing a meal replacement smoothie mix which we hope
to release later this year. Z Trim in supplement form helps you to lose weight
without sacrifice. The Company also has a line of Z Trim Dessert Sauces in
product development which will be available in the near future. Z Trim Appetite
Control Capsules are available now at http://www.ztrim.com/buyNow.asp

Market demand for Z Trim(R) is escalating, driven by the convergent triangle of
consumer demand, industry response, and government interest in healthier food
choices.

The food industry's need for a solution such as Z Trim(R) is evident by the
number of Z Trim(R) pilot tests recently undertaken by the food manufacturing
and food service sectors.

We have recently delivered Z Trim(R) orders and sample requests to several large
food companies to use in pilot tests in a variety of their products. We have
also provided Z Trim PlusTM for testing by various players within the food
service industry and healthcare food service operations, including one of the
largest privatized school foodservice contractors in the U.S. Z Trim PlusTM is
being tested in school districts in both inner city and suburban areas of the
Midwest and the east coast. We delivered our first school order in October 2006.

One of the world's largest producers of fresh fruits and vegetables is testing Z
Trim(R) in dressings for salads and inclusion in some of its value-added
products, such as dressings in packaged salads.

Initial orders for Z Trim(R) have been received and shipped to a major Asian
manufacturer and distributor of seasonings and food ingredients. Z Trim(R) is
also being used by an American hamburger chain in its salad dressings in the
Philippines.

Interest in Z Trim(R) products continues to grow internationally with initial
orders and shipments of corn and oat Z Trim(R) made to a cookie company and a
processed meat manufacturer in South America and to a cookie company in
Australia. We have also provided samples of Z Trim(R) to many companies in
Europe, South America, Asia, Australia, and North America with the companies
currently in various stages of product testing.

During the past year, we have built on the foundation that we previously laid
for the production, marketing, and distribution of our products. With the
growing problem of obesity and the many health problems associated with it, we
feel strongly that the Z Trim(R) products and technologies and the markets that
we are pursuing will pave the way for a bright future for the company.

We have four operating subsidiaries: FiberGel Technologies, Inc.,
thebraveway.com, Inc., operating as The Brave Way Training Systems, On-Line
Bedding Corp., and Z-Amaize Technologies, Inc., and have exclusive worldwide
licenses to the Nutrition Analysis Tool website, Mini-Raman Lidar System, and
ThraxVac technology.

The Company owns the worldwide exclusive license to the Nutrition Analysis Tool
("NAT") website developed by the Department of Food Science and Human Nutrition
at the University of Illinois. The NAT website is an interactive, web-based
system designed to empower individuals to select a nutrient-rich diet. This
fully functional nutrient analysis program utilizes the USDA nutrient database,
including over 6,000 foods as well as information from food companies. NAT
provides information on the relative composition of food and aids consumers in
their quest to achieve and maintain good health via nutritious eating.

As one of the most popular nutritional analysis web sites in the world, NATS is
very significant to us because it provides us with a large consumer audience. It
attracts as many as half a million visitors per year from more than fifty
countries. We are utilizing this audience to increase our product sales and to
increase the awareness of the benefits of Z Trim to consumers who visit the NATS
website.


                                        3
<PAGE>
                          SUMMARY OF FINANCIAL RESULTS


RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO THE SAME PERIODS
ENDING SEPTEMBER 30, 2005

Revenues

Revenues increased 61% for the three months ended September 30, 2006 from
$124,993 for the three months ended September 30, 2005 to $200,825. Revenues
increased 8% for the nine months ended September 30, 2006 from $404,385 for the
nine months ended September 30, 2005 to $437,355. The increase in revenues was
primarily due to the increase in Z trim product sales. The following table
provides a breakdown of the revenues for our divisions for the periods
indicated:

Three months ended September 30,
                                             2006           2005
                                           --------       --------
           Products                        $200,315       $124,567
           Services                             510            426
                                           --------       --------
        Total Revenues                     $200,825       $124,993
                                           ========       ========



       Nine months ended September 30,
                                             2006           2005
                                           --------       --------
           Products                        $432,550       $401,251
           Services                           4,805          3,134
                                           --------       --------
        Total Revenues                     $437,355       $404,385
                                           ========       ========

Operating expenses

Operating expenses consist of payroll and related costs, stock option expense,
insurance, occupancy expenses, professional fees, and general operating
expenses. Total operating expenses increased by $7,863,220 or 797% to $8,850,085
for the three months ended September 30, 2006 from $986,865 for the three months
ended September 30, 2005. Total operating expenses increased by $9,692,238 or
approximately 243% to $13,681,443 for the nine months ended September 30, 2006
from $3,989,205 for the nine months ended September 30, 2005. The increase in
operating expenses was primarily due to the change in the accounting treatment
for stock option expense.

The stock option expense for the three months and nine months ending September
30, 2006 was $7,432,030 and $8,998,169 respectively. There was no stock option
expense for the three and nine months ended September 30, 2005.

Stock options from the Company's stock option plan have been utilized in place
of large salaries for management, staff, and plant employees, and as
compensation for the advisory board members. Over the past year the Company has
been building an Advisory Board of experts in the food industry, pharmaceutical
industry, nutrition and fitness industry, medical profession, and other
industries related to Z Trim's business. These current and former industry
executives, doctors, chefs, food formulators, nutritionists, fitness experts,
and others have been brought together to help Z Trim Holdings with its direction
and contacts to help insure the growth and success of the Company. The company
has also significantly increased the size of its workforce over that time in the
production, sales, and marketing areas of the company to allow for the continued
expansion and execution of its marketing, production, and sales plans. The
incentive plan is based on three components, the amount of participation or
attendance of the individual, the type, quality, and amount of service of the
individual, and the results and value that the individuals provide to the
Company with their service or participation. Each option grant is based on
milestones that must be met in order for the options to be exercised. The
Company feels strongly that the charge for the stock options under the new
accounting rules is a wise investment in the company's future.

Other income (expense)

Total other income for the three months ended September 30, 2006 was $41,220
compared to $4,526 for the comparable period in fiscal 2005. Total other income
for the nine months ended September 30, 2006 was $102,597 compared to expense of
$941,832 for the comparable period in fiscal 2005. The increase from other
expense to other income was primarily due to a provision of an uncollectible
note receivable of $965,000.

Net loss

The Company reported a net loss for the third quarter of 2006 of $8,968,501 or
$0.15 per share, a 782% increase in the net loss of $1,005,021 or $0.02 per
share for the third quarter of 2005. For the nine months ending September 30,
2006, the Company reported a net loss of $13,873,419 or $0.24 per share, which
is a 179% increase from the net loss of $4,969,891, or $0.11 per share for the
nine month period ending September 30, 2005. This was due primarily to the
implementation of the change in accounting for stock option expense.

Assets

The Company reported an increase in Assets for the third quarter of 2006 of
8,851,012 from 7,469,285 for the comparable period in fiscal 2005. The increase
was primarily due to the increase in cash and inventory less the decrease in
value for depreciation of the plant and other company assets.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2006 we had cash and cash equivalents of $1,750,567, an
increase of $1,725,568 from December 31, 2005. The increase in cash is due to
the proceeds of stock, exercise of options and warrants, increase in the sale of
Z Trim products, and collection on notes receivable all totaling $5,826,583,
less cash used in operations of $3,801,412 and in the purchase of property and
equipment of $274,225. Our total capital lease obligations were $19,690 at
September 30, 2006.

Net cash used by operating activities increased by 17% to $3,801,412 for the
nine months ended September 30, 2006 as compared to $3,247,475 for the nine
months ended September 30, 2005. The increased cash usage was composed of a net
loss $13,873,419, non-cash items, including depreciation and amortization of
$494,161, stock option expense of $8,998,169, and non-cash services of 231,631,
and for the net cash used from the net increases and decreases in liabilities
and assets of approximately $810,139.

Net cash used by investing activities was $274,225 for the nine months ended
September 30, 2006, as compared to net cash used by investing activities of
$157,891 for the nine months ended September 30, 2005. The decrease was due to
increased acquisitions of property and equipment for our manufacturing plant in
the current year.

Net cash provided by financing activities was $5,801,205 for the nine months
ended September 30, 2006 as compared to $3,338,850 for the nine months ended
September 30, 2005. Net cash provided by financing activities for the nine
months ended September 30, 2006 was primarily from the proceeds received from
sale of stock, options and warrants exercised and notes receivable for stock
subscriptions all totaling $5,826,583. Net cash provided by financing activities
for the nine months ended September 30, 2005 was primarily from sale of our
stocks, proceeds from stock subscription receivable, and from the exercising of
options and warrants of approximately $3,359,567.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as defined in Item 303(c) of
Regulation S-B.

CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION

Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward looking
statements include statements concerning our plans, objectives, goals,
strategies, future events, future revenues or performance, capital expenditures,
and financing needs and other information that is not historical information.
When used in this report, the words "estimates," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes" and variations of such words or
similar expressions are intended to identify forward-looking statements.
Additional forward-looking statements may be made by us from time to time. All
such subsequent forward-looking statements, whether written or oral and whether
made by us or on our behalf, are also expressly qualified by these cautionary
statements.

Our forward-looking statements are based upon our current expectations and
various assumptions. Our expectations, beliefs and projections are expressed in
good faith and are believed by us to have a reasonable basis, including without
limitation, our examination of historical operating trends, data contained in
our records and other data available from third parties, but there can be no
assurance that our expectations, beliefs and projections will result or be
achieved or accomplished. Our forward-looking statements apply only as of the
date made. We undertake no obligation to publicly update or revise
forward-looking statements which may be made to reflect events or circumstances
after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause actual results to
differ materially from those set forth in, contemplated by or underlying the
forward-looking statements contained in this report. Those risks and
uncertainties include, but are not limited to, our history of operating losses,
risks associated with our incomplete joint venture with George Foreman, lack


                                        5
<PAGE>
thus far of significant market acceptance of our products, the fact that we may
dilute existing shareholders through additional stock issuances, management's
significant ownership of our common stock, our reliance on our intellectual
property, and the potential negative effects of manipulation in the trading of
our common stock. Those risks and certain other uncertainties are discussed in
more detail in the 2005 10-KSB. There may also be other factors, including those
discussed elsewhere in this report, that may cause our actual results to differ
from the forward-looking statements. Any forward-looking statements made by us
or on our behalf should be considered in light of these factors.

ITEM 3. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures (as defined pursuant to
Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934), based on
their evaluation of such controls and procedures as of the end of the period
covered by this report, are effective to ensure that information required to be
disclosed by the Company in the reports it files under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission and that such information is accumulated and communicated to the
Company's management, including its Chief Executive officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company's internal controls over financial
reporting identified in connection with management's evaluation that occurred
during the Company's last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                        6
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company filed a lawsuit in the U.S. District Court in 2005 to collect the
unpaid principal balance, default interest and attorney fees for a note
receivable, in total an amount in excess of $1,200,000, for stock issued. The
defendants have sold all of the shares they purchased but did not pay for. In
response, on December 27, 2005 those shareholders and a related hedge fund they
own, Pac Bay Financial, filed a lawsuit back against the Company and its
directors and officers. That lawsuit, which is being heard by the same Judge as
in the Company's Note Default case listed above, alleges that oral
misrepresentations were made to induce purchases of stock over an approximate
one and one-half year period. Plaintiffs seek $2 million in compensatory damages
and $5 million in punitive damages. The basis for these damages claims is yet
unknown. The company believes that they have meritorious defenses against this
action, and will continue to vigorously defend it. The claim against the
officers and directors is covered by directors and officers insurance to the
extent that three of the individual officers and directors are covered. The
insurance coverage pays for the defense costs only and provides no indemnity
coverage. The parties are engaged in settlement negotiations which could result
in the resolution of all pending claims.

On November 23, 2005, the Company entered into Letter Agreement (the
"Letter Agreement") with George Foreman Enterprises, Inc. ("GFME") pursuant to
which both parties would form a new limited liability company ("Newco") for the
purpose of promoting the Company's zero calorie fat replacement food ingredient,
Z Trim(R) (the "Joint Venture"). The parties did not reach any definitive
Agreement as is required by the Letter Agreement. On May 9, 2006, the Company
filed a lawsuit alleging breach of the Parties' nondisclosure agreement and
trade secret misappropriation in the Circuit Court of the 19th Judicial
District, Lake County, Illinois seeking damages and injunctive relief against
George Foreman Enterprises, Inc. On August 3, 2006 the court, based upon a
finding that the Company has demonstrated a likelihood of success on the merits
of the case, issued an order granting the Company a preliminary injunction
enforcing the non-disclosure agreement between the parties. GFME subsequently
appealed the preliminary injunction. The Appellate Court denied GFME's appeal,
and the injunctive order remains in place.

On July 17, 2006, George Forman Enterprises, Inc. filed a complaint against Z
Trim Holdings, Inc. in the U.S. District Court seeking damages in excess of
$70,000,000 for specific performance, breach of contract, promissory estoppel
and unjust enrichment. The basis for all such claims is the underlying Letter of
Agreement, set forth above. Management believes that the allegations are
frivolous and wholly without merit and will vigorously defend the claim.

On July 6, 2006, the Company filed a patent infringement suit in the United
States District Court for the Western District of Wisconsin seeking unspecified
damages and equitable relief against a manufacturer of a competing product. A
trial date has been set for May 14, 2007.

A complaint was filed in the United States District Court for the Northern
District of Illinois by a former investor relations consultant against the
Company. The plaintiff alleges that the Company breached an investment banking
contract by failing to issue free trading and fully registered stock
certificates pursuant to plaintiff's exercise of various stock warrants. The
Company has filed a motion to dismiss on the ground that free trading and fully
registered stock certificates were issued to the plaintiff in accordance with
the express terms of the warrants. The suit has been settled in a non-material
way and the case has been dismissed.

A complaint alleging a similar claim against the Company was transferred in the
United States District Court for the Northern District of Illinois in 2005. The
suit has been settled in a non-material way and the case has been dismissed.


ITEM 4.  Submission of Matters to a Vote of Security Holders.

On August 30, 2006, the Company held its Annual Shareholder Meeting. The Company
had outstanding on July 14, 2006, the record date for the meeting, voting
securities consisting of 60,938,238 shares of common stock entitled to vote.
Shareholders present in person or by proxy entitled to vote at the meeting were
entitled to cast 40,949,275 votes. This represents a 67.20% Quorum.

40,949,275 votes were cast in the election of Directors at the meeting; the
names of those persons who received the greatest number of votes for Directors,
the respective number of votes received, and the respective number of votes
withheld, are as follows:


                         Votes of shares                          Votes %
For Directors               Received      Voting Withheld        of Shares
-------------------------------------------------------------------------------
Gregory J. Halpern         40,663,639        285,636               99.30
Steve Cohen                40,670,989        278,286               99.32
Dana L. Dabney             40,666,073        283,202               99.31
Stanford J. Levin          40,707,173        242,102               99.41
Steven H. Salgan, M.D.     40,696,506        252,769               99.38
Alan G. Orlowsky           40,711,339        237,936               99.42

40,668,961 votes were cast in favor of and 198,840 votes were cast against for
the ratification of the appointment of Spector & Wong, LLP as independent
auditors for the year ending December 31, 2006. The number of affirmative votes
cast in favor of the ratification of the appointment of Spector & Wong, LLP as
independent auditors constituted a majority of the votes cast at the meeting.



                                        7
<PAGE>
ITEM 6. EXHIBITS

Exhibit No.                           Description
------------    ----------------------------------------------------------------

3.1(i)         Articles of Incorporation of Circle Group Holdings,
               Inc.[Incorporated by reference to Exhibit 2.1 to Circle Group's
               Registration Statement on Form 10-SB]

3.1(ii)        Bylaws of Circle Group Holdings, Inc. [Incorporated by reference
               to Exhibit 2.2 to Circle Group's Registration Statement on Form
               10-SB]

4.1            Form of Subscription Agreement (filed as Exhibit
               4.1 to the Company's Form 8-K filed on March 30, 2006 and
               incorporated herein by reference).

4.2            Form of Warrant to Purchase Common Stock (filed as Exhibit 4.2 to
               the Company's Form 8-K filed on March 30, 2006 and incorporated
               herein by reference).

4.3            Form of Registration Rights Agreement (filed as Exhibit 4.3 to
               the Company's Form 8-K filed on March 30, 2006 and incorporated
               herein by reference).

10.1           Gregory J. Halpern Employment Agreement [Incorporated by
               reference to Exhibit 6.1 to Circle Group's Registration Statement
               on Form 10-SB]

10.2           Michael Theriault Employment Agreement [Incorporated by reference
               to Exhibit 6.3 to Circle Group's Registration Statement on Form
               10-SB]



                                        8
<PAGE>
10.3           Dana L. Dabney Employment Agreement [Incorporated by reference to
               Exhibit 6.4 to Circle Group's Registration Statement on Form
               10-SB]

10.4 (a)       Circle Group Holdings,Inc. 1999 Stock Option Plan [Incorporated
               by reference to Exhibit 6.6 to Circle Group's Registration
               Statement on Form 10-SB]

10.4 (b)       Circle Group Holdings, Inc. 2004 Equity Incentive Plan
               [Incorporated by reference to Circle Group's Proxy Statement for
               its Annual Meeting conducted on June 16, 2004 and approved by its
               Shareholders on that date]

10.5           Industrial Lease Agreement between CLO Enterprises and Circle
               Group Holdings, Inc. dated May 20, 1999 [Incorporated by
               reference to Exhibit 6.7 to Circle Group's Registration Statement
               on Form 10-SB]

10.6           Industrial Lease Agreement between CLO Enterprises and Circle
               Group Holdings, Inc. dated June 18, 1999 [Incorporated by
               reference to Exhibit 6.8 to Circle Group's Registration Statement
               on Form 10-SB]

10.7           Promissory Note, Dated November 30, 2002, delivered by Circle
               Group Holdings, Inc. in favor of Edward L. Halpern [Incorporated
               by reference to Exhibit 6.11 to Circle Group's Annual Report on
               Form 10-KSB for the year ended December 31, 2002]

10.8           Asset Purchase Agreement, dated August 27, 2002, by and between
               Circle Group Holdings, Inc. and UTEK Corporation [Incorporated by
               reference to Circle Group's Current Report on Form 8-K filed on
               September 11, 2002]

10.9           Assignment of License Agreement between UTEK Corporation, Circle
               Group Holdings, Inc. and Brookhaven Science Associates dated
               March 26 2003 [Incorporated by reference to Exhibit 10.14 to
               Circle Group's Form 10-QSB for the quarter ending September 30,
               2003]

10.10          Assignment of License Agreement between UTEK Corporation, Circle
               Group Holdings, Inc. and University of Illinois dated July 9,
               2003 [Incorporated by reference to Exhibit 10.15 to Circle
               Group's Form 10-QSB for the quarter ending September 30, 2003]

10.11          Assignment of License Agreement between Circle Group Holdings,
               Inc. and Brookhaven Science Associates dated July 22, 2003
               [Incorporated by reference to Exhibit 10.16 to Circle Group's
               Form 10-QSB for the quarter ending September 30, 2003]

10.12          Steve Cohen Employment Agreement [Incorporated by reference to
               Exhibit 10.12 to Z Trim Holdings, Inc.'s Form 10-QSB for the
               quarter ending June 30, 2006]

31.1*          Statement Under Oath of Principal Executive Officer of the
               Company Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2*          Statement Under Oath of Principal Financial Officer of the
               Company Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1*          Statement Under Oath of Principal Executive Officer of the
               Company Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2*          Statement Under Oath of Principal Financial Officer of the
               Company Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

     * Filed herewith


                                        9
<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES

                  Index to Financial Statements
                  -----------------------------

Consolidated Balance Sheet at September 30, 2006(unaudited)..................11

Consolidated Statement of Operations as of September 30, 2006(unaudited).....12

Consolidated Statements of Cash Flows as of September 30, 2006(unaudited.....13

Notes to Interim Unaudited Consolidated Financial Statements.................14


                                       10
<PAGE>
<TABLE>
<CAPTION>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)

SEPTEMBER 30
--------------------------------------------------------------------------------
                                     ASSETS

Current Assets                                                                         2006                2005
                                                                                  -------------       -------------
<S>                                                                                     <C>                 <C>
 Cash and cash equivalents                                                        $   1,750,567       $      26,953
 Accounts receivable, net of allowance for doubtful
  accounts of $0 for 2006 and 2005                                                       84,924              58,216
 Prepaid expenses and other assets                                                       78,377              88,269
  Inventory                                                                             104,934             101,964
                                                                                  -------------       -------------
   Total current assets                                                               2,018,802             275,402
                                                                                  -------------       -------------
 Property and equipment, net                                                          6,317,940           6,645,280
                                                                                  =============       =============


Other Assets
  Deposits                                                                              11,103               11,103
  Intangible assets, net                                                               503,167              537,500
                                                                                  ------------        -------------
    Total other assets                                                                 514,270              548,603

     TOTAL ASSETS                                                                    8,851,012            7,469,285
                                                                                  ============        =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities
  Accounts payable                                                                $    305,489        $     779,302
  Accrued expenses                                                                     146,783              131,186
  Stock options payable                                                                632,385                    -
  Capital lease obligations                                                             19,690               33,511
                                                                                  ------------        -------------
   Total current liabilities                                                         1,104,347              943,999
                                                                                  ------------        -------------
Long-Term Liabilities,                                                                       -               19,690
  Capital lease obligations
                                                                                  ------------        -------------
TOTAL LIABILITIES                                                                    1,104,347              963,689
                                                                                  ------------        -------------
Minority Deficit
                                                                                             -             (151,854)
Stockholders' Equity
  Common stock, $0.00005 par value; authorized 200,000,000 shares;
   issued and outstanding 61,497,357 shares                                              3,072                2,392
  Common stock to be issued                                                                  -                   22
  Additional paid-in capital                                                        55,102,087           38,889,926
  Notes receivable for issuance of stock, net                                           (3,348)            (163,000)
  Unamortized expenses                                                                (428,312)             (62,900)
  Accumulated Deficit                                                              (46,926,834)         (31,997,721)
  Treasury stock, at cost                                                                    -              (11,269)
                                                                                  ------------        -------------
TOTAL STOCKHOLDERS' EQUITY                                                           7,746,665            6,657,450
                                                                                  ------------        -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $  8,851,012        $   7,469,285
                                                                                  ============        =============
</TABLE>

        See notes to interim unaudited consolidated financial statements

                                       11

<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months ended                           Nine Months ended
                                                                September 30,                              September 30,
                                                          2006               2005                     2006             2005
                                                ------------------------------------------------------------------------------
REVENUES:
<S>                                                 <C>                     <C>                     <C>                <C>
 Products                                       $        200,315        $     124,567           $    432,550       $   401,251
 Services                                                    510                  426                  4,805             3,134
                                                ------------------------------------------------------------------------------
   Total revenues                                        200,825              124,993                437,355           404,385
                                                ------------------------------------------------------------------------------
 COST OF REVENUES:
 Products                                                360,461              177,441                731,928           492,620
 Services                                                      -                    -                      -            23,607
                                                ------------------------------------------------------------------------------
   Total cost of revenues                                360,461              177,441                731,928           516,227
                                                ------------------------------------------------------------------------------

OPERATING EXPENSES:
 Selling, general and administrative                   1,409,472              978,282              4,657,524         3,963,455
 Stock option expense                                  7,432,030                    -              8,998,169                 -
 Amortization of intangible assets                         8,583                8,583                 25,750            25,750
                                                ------------------------------------------------------------------------------
 Total operating expenses                              8,850,085              986,865             13,681,443         3,989,205
                                                ------------------------------------------------------------------------------


    OPERATING LOSS                                    (9,009,721)          (1,039,313)           (13,976,016)       (4,101,047)


 OTHER INCOME (EXPENSES):
  Rental income                                            9,934               10,500                 31,500            34,030
  Settlement gain                                          7,500                    -                  7,500                 -
  Interest income                                         25,056                  238                 76,485             4,423
  Provision for loan loss                                      -                    -                      -          (965,000)
  Interest expense                                        (1,270)              (6,212)               (12,888)          (15,285)
                                                ------------------------------------------------------------------------------
   Total other income (expenses)                          41,220                4,526                102,597          (941,832)
                                                ------------------------------------------------------------------------------

NET LOSS BEFORE MINORITY INTER                        (8,968,501)          (1,034,787)           (13,873,419)       (5,042,879)
                                                ------------------------------------------------------------------------------

Minority interest in losses of subsidiairies                   -               29,766                      -            72,988

NET LOSS                                        $     (8,968,501)    $     (1,005,021)       $   (13,873,419)   $   (4,969,891)
                                                ------------------------------------------------------------------------------

Net loss per Share - Basic and Diluted          $          (0.15)    $          (0.02)       $         (0.24)   $        (0.11)


Weighted Average Number of Shares                     61,311,318           47,591,164             58,854,510        45,895,832
</TABLE>

        See notes to interim unaudited consolidated financial statements

                                       12


<PAGE>
<TABLE>
<CAPTION>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Nine Months ended September 30,                                                    2006                   2005
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                     <C>
Cash Flows From Operating Activities:                                              $     (13,873,419)      $    (4,969,891)
  Net loss
  Adjustments to reconcile net loss to net cash used in operations:
   Minority deficit                                                                                -               (72,988)
   Depreciation and amortization                                                             494,161               492,049
   Issuance of common stocks and warrants for services                                       231,631               482,720
   Amortization of noncash expenses                                                        1,158,185               774,514
   Provision for uncollectible loan loss                                                           -               965,000
   Stock option expense                                                                    8,998,169                     -
   (Increase) decrease in:
    Accounts receivable                                                                      (24,478)               28,249
    Prepaid expenses and other assets                                                          7,293                12,279
    Inventory                                                                                 (6,147)               13,778
   Decrease in:
    Accounts payable and accrued expenses                                                   (786,807)             (973,464)
--------------------------------------------------------------------------------------------------------------------------
   Cash flows used in operating activities                                                (3,801,412)           (3,247,754)
--------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:                                                       (274,225)             (157,891)
  Purchase of property and equipment
--------------------------------------------------------------------------------------------------------------------------
   Cash flows used in investing activities                                                  (274,225)             (157,891)
--------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:                                                        (25,378)              (20,717)
  Net payments on capital lease obligations
  Proceeds from stock subscription receviable                                                      -             2,350,000
  Decrease in note receivable for stock                                                      185,000                     -
  Exercise of options and warrants                                                           485,150               559,567
  Net proceeds from sales of stock                                                         5,156,433               450,000
---------------------------------------------------------------------------------------------------------------------------
   Cash flows provided by financing activities                                             5,801,205             3,338,850
--------------------------------------------------------------------------------------------------------------------------
    Net increase in cash and cash equivalents                                                                      (66,795)
                                                                                           1,725,568
Cash and cash equivalents, at beginning of period                                             24,999                93,748
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, at end of period                                        $       1,750,567       $        26,953
--------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information:                                 $          12,888       $        15,389
   Interest paid


 Supplemental schedule of noncash investing and financing activities:
 Issuance of common stock and warrants for services                                $       1,560,810       $             -
  Stock subscriptions and notes receivable incurred for issuance of stock          $           3,348       $             -
  Retirement of treasury stock                                                     $          11,269       $             -
  Shares to be retired for unamortized expenses                                    $               -       $     1,012,175
  Issuance of common stock for liabilities incurred for equipment purchases        $               -       $       186,582
  Issuance of credit memos for liabilities incurred for equipment purchases        $               -       $        32,865
  Issuance of common stock to retire note payable                                  $               -       $        25,000

</TABLE>
        See notes to interim unaudited consolidated financial statements

                                       13
<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
Nature of Business
------------------

In 2005, Z Trim  Holdings,  Inc.  (formerly  Circle Group  Holdings,  Inc.,  the
"Company") refined its direction from a pioneer of emerging technology companies
where  it  provided  small  business  infrastructure,  funding  and  substantial
intellectual capital to bring important and timely life-changing technologies to
the  marketplace  through  all  phases of the  commercialization  process,  to a
company that will focus its resources  primarily on the  manufacture,  marketing
and sale of Z Trim,  its zero  calorie fat  substitute  and other Z Trim related
products.  The company will continue  exploring  all  available  options for its
other non Z Trim technologies and related assets.

The Company has  participated  in several  public and private  offerings and has
expanded its business. In 2002, the Company acquired FiberGel Technologies, Inc.
("FiberGel"),  which  owns  an  exclusive  license  to Z Trim,  an  all-natural,
agriculture-based  fat replacement.  The Company  reorganized its business units
into three  reportable  segments:  food  product  development,  personal  safety
training and products and e-tailer.

The Company  operates  through its FiberGel  Technologies,  Inc.,  The Brave Way
Training Systems, Inc., On-Line Bedding Corp., and Z-Amaize  Technologies,  Inc.
divisions.

A summary of significant accounting policies follows.

Presentation of Interim Information
------------------------------------

The financial  information  at September 30, 2006 and 2005 and for the three and
six months  ended  September  30, 2006 and 2005 is  unaudited,  but includes all
adjustments  (consisting only of normal recurring  adjustments) that the Company
considers  necessary for a fair  presentation  of the financial  information set
forth herein, in accordance with accounting principles generally accepted in the
United  States ("U.S.  GAAP") for interim  financial  information,  and with the
instructions  to Form 1 0-QSB and Item 310 (b) of Regulation  S-B.  Accordingly,
such information does not include all of the information and footnotes  required
by U.S. GAAP for annual financial statements. For further information,  refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's annual Report on Form 10-KSB for the year ended December 31, 2005.

The results for the three and nine months  ended  September  30, 2006 may not be
indicative  of  results  for the year  ending  December  31,  2006 or any future
periods.

Principle of Consolidation and Presentation
-------------------------------------------

The accompanying  consolidated  financial  statements  include the accounts of Z
Trim Holdings,  Inc. and its subsidiaries  after elimination of all intercompany
accounts and transactions.  Certain prior period balances have been reclassified
to conform to the current period presentation.

Use of Estimates
----------------

The  preparation  of  the  accompanying  consolidated  financial  statements  in
conformity with accounting  principles  generally  accepted in the United States
(U.S. GAAP) requires  management to make certain  estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


                                       14
<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(CONTINUED)
-----------

Income (Loss) Per Common Share
------------------------------

Basic net income  (loss) per share  includes  no  dilution  and is  computed  by
dividing  net income  (loss)  available to common  stockholders  by the weighted
average number of common stock outstanding for the period.  Diluted earnings per
share is computed  by  dividing  net income by the  weighted  average  number of
shares  outstanding  and,  when,  diluted,  potential  shares  from  options and
warrants to purchase  common stock using the treasury stock method.  Diluted net
loss per common share does not differ from basic net loss per common share since
potential shares of common stock are anti-dilutive for all periods presented.

Stock Based Compensation
------------------------

Prior to January 1, 2006,  the Company's  stock option plans were  accounted for
under the recognition and measurement provisions of APB Opinion No. 25 ("Opinion
25"), Accounting for Stock Issued to Employees, and related Interpretations,  as
permitted by FASB  Financial  Accounting  Standards  ("FAS")  Statement No. 123,
Accounting for Stock-Based  Compensation (as amended by FAS No. 148,  Accounting
for Stock-Based Compensation Transition and Disclosure)  (collectively FAS 123).
No  stock-based  employee  compensation  cost was  recognized  in the  Company's
consolidated  statements of operations through December 31, 2005, as all options
granted  under the plans had an exercise  price equal to the market value of the
underlying  common stock on the date of grant.  Effective  January 1, 2006,  the
Company  adopted the fair value  recognition  provisions  of FASB  Statement No.
123(R),       Share-Based      Payment      (FAS      123R),      using      the
modified-prospective-transition    method.   Under   that   transition   method,
compensation  cost recognized in 2006 includes:  (a)  compensation  cost for all
share-based  payments granted prior to, but not yet vested as of January 1, 2006
based on the grant date fair value  calculated in  accordance  with the original
provisions of FAS 123, and (b)  compensation  cost for all share-based  payments
granted  subsequent  to December 31, 2005,  based on the  grant-date  fair value
estimated in accordance with the provisions of FAS 123(R).

During  the three and nine  months  ended  September  30,  2006,  as a result of
adopting  FAS  123(R)  on  January  1,  2006,  the  Company  recognized  pre-tax
compensation  expense  related to stock  options of $7,432,030  and  $8,998,169,
respectively.  The following  table  illustrates  the effect on net loss and net
loss per share if the Company had applied the fair value recognition  provisions
of FAS 123 to options  granted  under the  Company's  stock  option plan for the
three and nine months ended  September 30, 2005.  For purposes of this pro forma
disclosure,  the value of the  options  is  estimated  using  the  Black-Scholes
option-pricing model and is being amortized to expense over the options' vesting
periods.

<TABLE>
<CAPTION>
                                                               Three Months            Nine Months
                                                                  ended                   ended
                                                            September 30, 2005      September 30, 2005
  --------------------------------------------------------------------------------------------------------
<S>                                                             <C>                       <C>
 Net loss, as reported                                   $         (1,005,021)     $          (4,969,891)
 Deduct: Total stock-based employee compensation
 expense determined under the fair value of awards
 net of tax related effects                                           675,758                  1,780,194
                                                         -----------------------------------------------
  Pro forma net loss                                     $         (1,680,779)     $          (6,750,085)
                                                         ===============================================
  Reported net loss per share-basic and diluted          $              (0.02)     $               (0.11)
                                                         ===============================================
 Pro forma net loss per share-basic and diluted          $              (0.04)     $               (0.15)
                                                         ===============================================
</TABLE>

                                       15
<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(CONTINUED)
-----------

New Accounting Pronouncements
-----------------------------

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48, Accounting for Uncertainty in Income Taxes,  ("FIN 48").
This  Interpretation  clarifies the accounting  for  uncertainty in income taxes
recognized in an  enterprise's  financial  statements  in  accordance  with FASB
Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition  threshold and  measurement  attribute  for the financial  statement
recognition and measurement of a tax position taken or expected to be taken in a
tax  return.  This  Interpretation  also  provides  guidance  on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006.  The Company does not expect the adoption of FIN 48 to have a
material impact on its consolidated financial statements.

In September 2006, the FASB issued Financial  Accounting  Standards  ("FAS") No.
157,  Fair Value  Measurements.  FAS No. 157 defines fair value,  establishes  a
framework for measuring fair value in generally accepted accounting  principles,
and expands disclosures about fair value measurements.  This statement addresses
how to  calculate  fair value  measurements  required or  permitted  under other
accounting pronouncements.  Accordingly, this statement does not require any new
fair value  measurements.  However,  for some entities,  the  application of the
statement will change current practice. FAS No. 157 is effective for the Company
beginning  January 1, 2008.  The Company is currently  evaluating  the impact of
this standard.

In September 2006, the Securities and Exchange  Commission  ("SEC") staff issued
Staff Accounting  Bulletin No. 108 ("SAB 108"),  Considering the Efects of Prior
Year  Misstatements  when  Quantifying  Misstatements  in Current Year Financial
Statements.  The stated purpose of SAB 108 is to provide consistency between how
registrants quantify financial statement misstatements.

Prior to the issuance of SAB 108, there have been two widely-used methods, known
as the  "roll-over"  and "iron curtain"  methods,  of quantifying the effects of
financial statement misstatements. The roll-over method quantifies the amount by
which the current  year income  statement  is  misstated  while the iron curtain
method  quantifies the error as the cumulative  amount by which the current year
balance  sheet is misstated.  Neither of these  methods  considers the impact of
misstatements on the financial statements as a whole.

SAB 108  established  an approach  that  requires  quantification  of  financial
statement  misstatements based on the effects of the misstatement on each of the
Company's financial statements and the related financial statement  disclosures.
This   approach  is  referred  to  as  the  "dual   approach"   as  it  requires
quantification of errors under both the roll-over and iron curtain methods.

SAB 108  allows  registrants  to  initially  apply the dual  approach  by either
retroactively  adjusting prior financial  statements as if the dual approach had
always been used, or by recording the  cumulative  effect of initially  applying
the  dual  approach  as  adjustments  to  the  carrying  values  of  assets  and
liabilities as of January 1, 2006 with an offsetting  adjustment recorded to the
opening balance of retained earnings.

The Company will initially apply SAB 108 using the cumulative  effect transition
method in connection with the preparation of the annual financial statements for
the year ending  December 31, 2006. The Company does not believe the adoption of
SAB 108 will have a significant effect on its consolidated financial statements.


The FASB has also  issued  FAS 155,  Accounting  for  Certain  Hybrid  Financial
Instruments-an amendment of FASB Statements No. 133 and 140, FAS 156, Accounting
for Servicing of Financial  Assets-an  amendment of FASB  Statement No. 140, and
FAS  158,   Employers'   Accounting  for  Defined   Benefit  Pension  and  Other
Postretirement  Plans, but they will not be applicable to the current operations
of the  Company.  Therefore  a  description  and  the  impact  on the  Company's
operations and financial position for each of the pronouncements  above have not
been disclosed.


                                       16
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 2-INVENTORY
-----------------

At September 30, inventory consists of the following:

                                          2006          2005
                                    ----------------------------
 Raw materials                      $    30,513       $   48,300
 Work-in-process                          8,352            2,278
 Packaging and display                   24,351           40,953
 Finished goods                          41,718           10,433
                                    ----------------------------
   Total inventory                  $   104,934      $   101,964
                                    ----------------------------



NOTE 3-PROPERTY AND EQUIPMENT, NET
----------------------------------

At September 30, property and equipment, net consists of the following:



                                                      2006            2005
                                                --------------------------------
Production, engineering and other equipment     $    4,685,595    $   4,505,656
Leasehold improvements                               2,696,403        2,629,400
Office equipment and furniture                         601,067          596,847
Computer equipment and related software                331,112          315,794
Construction in process - equipment                    110,723           79,679
                                                --------------------------------
                                                     8,424,900        8,127,376
Accumulated depreciation                            (2,106,960)      (1,482,096)
                                                --------------------------------
     Property and equipment, net                $    6,317,940    $   6,645,280
                                                --------------------------------


<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 4 - INTANGIBLE ASSETS
--------------------------

During  the  first  nine  months  of  fiscal  2006,  no  significant  identified
intangible  assets  were  acquired  and no  identified  intangible  assets  were
impaired.  The  following  table  present  details  of the  Company's  purchased
intangible assets:

                                     Gross
                                     Carrying     Accumulated
                                      Amount     Amortization         Net
     -----------------------------------------------------------------------
     License Rights to
     Developed Technology         $  420,000    $    (73,500)    $  346,500
     Website                         200,000         (43,333)       156,667
                                  ------------------------------------------
      Total intangibles           $  620,000    $   (116,833)    $  503,167
                                  ==========================================



Amortization  of  intangibles  was $25,750 and $25,750 for the nine months ended
September 30, 2006 and 2005, respectively.

Based on the carrying  amount of the  intangibles  as of September 30, 2006, and
assuming  no  impairment  of  the  underlying   assets,   the  estimated  future
amortization is as follows:

                             Years ended December 31,
                      -------------------------------------------------------
                      2006 (October 1 to December 31)              $    8,583
                      2007                                             34,333
                      2008                                             34,333
                      2009                                             34,333
                      2010                                             34,333
                      Thereafter                                      357,252
                                                                   ----------
                           Total amortization                      $  503,167
                                                                   ==========



NOTE 5- STOCKHOLDERS' EQUITY
-----------------------------

Private Placement Offering
--------------------------

On March 24 through  30,  2006,  the  Company  entered  into  private  placement
subscription  agreements  pursuant to which it sold  unregistered  shares of our
common  stock,  par value  $0.00005  per share  ("Common  Stock"),  and warrants
exercisable for Common Stock.  The Company sold  approximately  205 units in the
private  placement,  with each unit consisting of 40,323 shares of Common Stock.
In addition,  investors who invested at least $500,000 in the private  placement
received  a  five-year  warrant  with an  exercise  price of $1.00  per share to
purchase a number of shares of Common Stock equal to 10% of the number of shares
of Common Stock  purchased (the  "Warrants").  In the aggregate the Company sold
8,245,368 shares of Common Stock, and Warrants to purchase an additional 161,292
shares of Common Stock.  Proceeds from the sale, net of commissions  and fees of
$521,865,  totaled  $4,536,433.  The Company also  entered  into a  registration
rights agreement in connection with the private  placement  pursuant to which it
has agreed to file with the  Securities  and Exchange  Commission a registration
statement  covering the resale of the Common  Stock and Common Stock  underlying
the Warrants.


                                       17
<PAGE>
Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 5 STOCKHOLDERS' EQUITY (CONTINUED)
---------------------------------------

National  Securities  Corporation  ("National  Securities")  served  as the lead
placement agent in connection with the private  placement.  National  Securities
received cash fees in the aggregate of $521,865 and warrants to purchase 824,537
shares of Common Stock on terms which are identical to the Warrants  included in
the units except that the exercise  price is $0.68 per share and they contain an
assignment   provision.   In  addition,   the  placement   agent's  warrant  has
registration  rights  that are the same as those  afforded to  investors  in the
private placement.

The Company determined that all of the securities sold and issued in the private
placement  were exempt from  registration  under the  Securities Act of 1933, as
amended (the "Act") pursuant  Section 4(2) of the Act and Rule 506 of Regulation
D  Promulgated  under the Act.  The  Company  based  this  determination  on the
non-public manner in which it offered the securities and on the  representations
of the persons  purchasing such securities,  which included,  in pertinent part,
that such persons were "accredited  investors" within the meaning of Rule 501 of
Regulation D  promulgated  under the Act,  and that such persons were  acquiring
such  securities for investment  purposes for their own respective  accounts and
not as nominees or agents,  and not with a view to resale or  distribution,  and
that each such persons  understood  such securities may not be sold to otherwise
deposed of without  registration under the Act or an applicable  exemption there
from.

In January  2006,  the  Company  conducted a  self-underwritten  offering of the
Company's  common stock up to $1.24 million.  The stock was sold for $31,000 per
unit. Each unit consisted of 50,000 shares of common stock and 50,000  warrants.
The  warrants are  exercisable  at $1.00 per share and expire in three (3) years
after  purchase  of the  above-described  unit.  The  Company  sold  and  issued
1,000,000 shares and received proceeds of $620,000 under the offering.

Exercising of stock warrants and options

During the first nine months of 2006,  there were  1,061,400  stock warrants and
options exercised. The Company received total proceeds of $485,150.

"D-Share" Plan

On May 2, 2006,  the Company  announced  that it will issue a  "D-Share"  to all
non-company  insiders in exchange for the shareholders common stock.  Holders of
the D-Share will receive a pro-rata cash dividend calculated on 10% of the after
tax profits from future  licensing  of the Z Trim process to food  manufacturers
for as long as the shares are held by the original holder.

The Company is not pursuing the "D-Share"  plan as  originally  announced in May
2006. The Company is developing an  alternative  plan. The specifics of the plan
will be released at a later date.


                                       18
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNADUITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------

NOTE 6 - NET LOSS PER SHARE
--------------------------------------------------------------------------------


The following table sets forth the computation of basic and diluted net loss per
share:

<TABLE>
<CAPTION>
                                                              Three Months ended                   Six Months ended
                                                                 September 30,                       September 30,
                                                           2006             2005                 2006              2005
------------------------------------------------------------------------------------------------------------------------------
Numerator:
------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>                  <C>              <C>
  Net loss                                            $  (8,968,501)   $   (1,005,021)      $ (13,873,419)   $    (4,969,891)
------------------------------------------------------------------------------------------------------------------------------
Denominator:
------------------------------------------------------------------------------------------------------------------------------
  Weighted average number of shares outstanding       $  61,311,318        47,591,164          58,854,510         45,895,832
------------------------------------------------------------------------------------------------------------------------------

Net loss per share-basic and diluted                  $       (0.15)   $        (0.02)      $       (0.24)   $         (0.11)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

As the Company incurred net losses for the three and nine months ended September
30, 2006, the effect of dilutive  securities  totaling  6,175,432 and 4,531,488,
respectively,  equivalent  shares  has been  excluded  from the  calculation  of
diluted loss per share because their effect was anti-dilutive.

As the Company incurred net losses for the three and nine months ended September
30, 2005,  the effect of dilutive  securities  totaling  3,847,862 and 1,461,014
equivalent  shares,  respectively,  has been  excluded from the  calculation  of
diluted loss per share because the effect was anti-dilutive.


NOTE 7 - STOCK OPTION PLAN
--------------------------

The Company has a Stock  Option  Plan (the Plan)  effective  January 2, 1999 and
amended in 2004,  which  provides for the  issuance of qualified  options to all
employees and non-qualified options to consultants and other service providers.

A summary of the status of stock  options  issued by the Company as of September
30, 2006 and 2005 is presented in the following table.
<TABLE>
<CAPTION>
                                                      2006                          2005
                                            --------------------------    ----------------------
                                                            Weghted                    Weghted
                                             Number         Average        Number      Average
                                               of           Exercise          of      Exercise
                                             Shares          Price          Shares     Price
                                            --------------------------    ----------------------
<S>                                             <C>          <C>             <C>         <C>
 Outstanding at beginning of year           12,892,939   $    1.03       7,501,750   $    1.15
 Granted                                    11,566,337        1.06       5,117,000        0.61
 Exercised                                    (906,400)       0.39      (1,623,811)       0.41
 Expired and Cancelled                      (2,740,000)       1.64        (735,000)       1.21
                                            ----------                  ----------
 Outstanding at end of period               20,812,876   $    0.99      10,259,939   $    0.99
                                            ==========                  ==========
 Exercisable at end of period               20,812,876   $    0.99       9,759,939   $    0.99
                                            ==========                  ==========
</TABLE>


                                       19
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNADUITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------

NOTE 7 - STOCK OPTION PLAN (CONTINUED)
--------------------------------------

The fair value of each stock  option  granted is  estimated on the date of grant
using the Black-Scholes  option valuation model. This model uses the assumptions
listed in the table below.  Expected  volatilities  are based on the  historical
volatility of the Company's  stock.  The risk-free  rate for periods  within the
expected life of the option is based on the U.S.  Treasury yield curve in effect
at the time of grant.


                                                          2006           2005
                                                      --------------------------
Weighted average fair value per option granted        $     0.78   $       0.45
Risk-free interest rate                                     4.73%          1.67%
Expected dividend yield                                     0.00%          0.00%
Expected lives                                              3.00           3.00
Expected volatility                                       129.22%        170.72%



The  following  table sets forth  additional  information  about  stock  options
outstanding at September 30, 2006:
<TABLE>
<CAPTION>
                                                         Weighted
                                                 Average          Weighted
        Range of                                Remaining          Average
        Exercise             Options           Contractual        Exercise        Options
         Prices            Outstanding            Life              Price       Exercisable
   ------------------------------------------------------------------------------------------
<S>      <C>               <C>                       <C>           <C>                 <C>
   $0.01-$1. 50             20,067,876           2.3 years     $     0.95          20,067,876
   $1.5 1-$3.00                720,000           0.8 years     $     2.07             720,000
    $3.01-$5.00                 25,000           0.4 years     $     4.61              25,000
                      ----------------                                         ==============
                            20,812,876           2.2 years     $     0.99          20,812,876
                      ================                                         ==============

</TABLE>

All stock options granted during 2006 were fully vested.

As of September  30,  2006,  a liability of $632,385 was recorded to  reclassify
from paid-in capital 812,876 shares of the outstanding  options in excess of the
plan reserve of 20 million at a weighted average fair value of $0.78.

NOTE 8 - DISSOLVING SUBSIDIARIES
--------------------------------

In 2006, the Board of Directors approved to wind down two inactive subsidiaries,
CGI  Capital,  Inc.  and  Veridisc  Corporation,  both of which  had no asset or
liabilities as of September 30, 2006.

NOTE 9 - NAME CHANGE
--------------------

On February 6, 2006, the Board of Directors has approved a change of the company
name from Circle Group  Holdings,  Inc. to Z Trim Holdings,  Inc. The change was
approved by the shareholders.  On June 21, 2006 the Company  effectively changed
the name to Z Trim Holdings, Inc.


                                       20
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNADUITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 10- LEGAL PROCEEDINGS
--------------------------

The Company  filed a lawsuit in the U.S.  District  Court in 2005 to collect the
unpaid  principal  balance,  default  interest  and  attorney  fees  for a  note
receivable,  in total an amount in excess of $1,200,000,  for stock issued.  The
defendants have sold the shares purchased with the note receivable. In response,
on  December  27, 2005 those  shareholders  and a related  hedge  fund,  Pac Bay
Financial,  filed a  countersuit  against  the  Company  and its  directors  and
officers.  That  lawsuit,  which  is being  heard  by the  same  Judge as in the
Company's Note Default case listed above,  alleges that oral  misrepresentations
were made to induce purchases of stock over an approximate one and one-half year
period.  Counter-plaintiffs  seek $2  million  in  compensatory  damages  and $5
million in punitive damages.  The basis for these damages claims is yet unknown.
The company  believes that they have  meritorious  defenses against this action,
and will  continue to  vigorously  defend it. The claim against the officers and
directors  is covered by  directors  and  officers  insurance to the extent that
three of the  individual  officers  and  directors  are covered.  The  insurance
coverage pays for the defense costs only and provides no indemnity coverage. The
parties  are  engaged  in  settlement  negotiations  which  could  result in the
resolution of all pending claims.

On November 23, 2005,  the Company  entered into Letter  Agreement  ("LOA") with
George Foreman  Enterprises,  Inc. ("GFME") pursuant to which both parties would
form a new limited  liability company for the purpose of promoting the Company's
zero calorie fat replacement  food  ingredient,  Z Trim(R).  The parties did not
reach any  definitive  Agreement as is required by the LOA. On May 9, 2006,  the
Company filed a lawsuit alleging breach of the Parties' nondisclosure  agreement
and trade  secret  misappropriation  in the Circuit  Court of the 19th  Judicial
District,  Lake County,  Illinois seeking damages and injunctive  relief against
GFME.  On August 3, 2006 the court,  based upon a finding  that the  Company has
demonstrated a likelihood of success on the merits of the case,  issued an order
granting  the Company a  preliminary  injunction  enforcing  the  non-disclosure
agreement  between the  parties.  GFME  subsequently  appealed  the  preliminary
injunction.  The Appellate Court denied GFME's appeal,  and the injunctive order
remains in place.

On July 17, 2006,  George Forman  Enterprises,  Inc. filed a complaint against Z
Trim  Holdings,  Inc. in the U.S.  District  Court seeking  damages in excess of
$70,000,000 for specific  performance,  breach of contract,  promissory estoppel
and unjust enrichment.  The basis for all such claims is the underlying LOA, set
forth above.  Management  believes that the allegations are frivolous and wholly
without merit and will vigorously defend the claim.

On July 6, 2006,  the  Company  filed a patent  infringement  suit in the United
States District Court for the Western District of Wisconsin seeking  unspecified
damages and equitable  relief against a manufacturer of a competing  product.  A
trial date has been set for May 14, 2007.

On September 5, 2006 the Company  agreed to accept $7,500 in settlement  for its
damages related to certain stock transactions.

A  complaint  was filed in the United  States  District  Court for the  Northern
District of  Illinois  by a former  investor  relations  consultant  against the
Company.  The plaintiff alleges that the Company breached an investment  banking
contract  by  failing  to  issue  free  trading  and  fully   registered   stock
certificates  pursuant to plaintiff's  exercise of various stock  warrants.  The
Company has filed a motion to dismiss on the ground that free  trading and fully
registered  stock  certificates  were issued to the plaintiff in accordance with
the express terms of the warrants.  The suit has been settled in a  non-material
way and the case has been dismissed.

A complaint  alleging a similar claim against the Company was transferred in the
United States District Court for the Northern  District of Illinois in 2005. The
suit has been settled in a non-material way and the case has been dismissed.

NOTE 11 - RELATED PARTY TRANSACTIONS
-------------------------------------

The Company had a stock  subscription  receivable  of $20,000 from the President
related to exercising stock options in 2005. The stock  subscription  receivable
was paid in full on September 30, 2006 including $675 of interest.

On April 12, 2006, the Company advanced $2,500 to the President. The advance was
repaid on July 31, 2006.


                                       21
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNADUITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------

NOTE 12- GUARANTEES
---------------------

The Company  from time to time  enters  into  certain  types of  contracts  that
contingently  require  the  Company to  indemnify  parties  against  third party
claims. These contracts primarily relate to: (i) divestiture  agreements,  under
which the Company may provide  customary  indemnifications  to purchasers of the
Company's businesses or assets; (ii) certain real estate leases, under which the
Company may be required to indemnify property owners for environmental and other
liabilities,  and other claims  arising from the Company's use of the applicable
premises;  and (iii) certain agreements with the Company's  officers,  directors
and employees, under which the Company may be required to indemnify such persons
for liabilities arising out of their employment relationship.  The terms of such
obligations  vary.  Generally,  a maximum  obligation is not explicitly  stated.
Because  the  obligated  amounts  of these  types of  agreements  often  are not
explicitly  stated,  the overall  maximum  amount of the  obligations  cannot be
reasonably estimated.  Historically,  the Company has not been obligated to make
significant  payments  for  these  obligations,  and no  liabilities  have  been
recorded for these obligations on its consolidated balance sheet as of September
30, 2006.

In general,  the Company offers a one-year  warranty for most of the products it
sold. To date, the Company has not incurred any material costs  associated  with
these warranties.


NOTE 13 - MAJOR CUSTOMERS AND CREDIT CONCENTRATION
--------------------------------------------------

The  Company's  principal  customers  are  wholesale  companies.  Two  customers
accounted for approximately 45% of the Food Product Development segment revenues
for the  first  three  quarters  of 2006.  Two  other  customers  accounted  for
approximately  84% of the E-tailer segment revenues for the first three quarters
of 2006.  Management  does not  believe  a  significant  credit  risk  exists at
September 30, 2006.

The Company  maintains  cash deposits with major banks,  which from time to time
may exceed  federally  insured  limits.  The Company  periodically  assesses the
financial  condition of the  institutions and believes that the risk of any loss
is minimal.


NOTE 14 - SEGMENT INFORMATION
------------------------------

The Company  evaluates  its reporting  segments in accordance  with FAS No. 131,
Disclosures about Segments of an Enterprise and Related  Information.  The Chief
Executive  Officer has been identified as the Chief Operating  Decision Maker as
defined by FAS No. 131. The Chief Executive Officer allocates  resources to each
segment based on their business prospects,  competitive  factors,  net sales and
operating results.

During the third  quarter of 2005,  the  Company  changed the  structure  of its
internal  organization to include three principal operating  segments:  (i) Food
Product  Development,  (ii)  Personal  Safety  Training  and  Products and (iii)
E-tailer.  The food product  development  segment owns the exclusive,  worldwide
license to Z Trim(TM).  The personal safety training and products segment offers
cost  effective  self-defense  training  courses  and  products  with a uniquely
targeted curriculum. The e-tailer segment is a distributor of pillows, blankets,
and other bedding products.  The Company also has other subsidiaries that do not
meet the quantitative thresholds of a reportable segment.

The Company reviews the operating  segments' income to evaluate  performance and
to allocate resources.  Operating  companies' income for the reportable segments
excludes income taxes, minority interest and amortization of goodwill. Provision
for income taxes is centrally  managed at the corporate level and,  accordingly,
such items are not presented by segment.  The segments'  accounting policies are
the same as those described in the summary of significant  accounting  policies.
Intersegment transactions are recorded at cost.


                                       22
<PAGE>

Z TRIM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNADUITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006
--------------------------------------------------------------------------------


NOTE 14 - SEGMENT INFORMATION (CONTINUED)
----------------------------------------

Summarized  financial  information of the Company's results by operating segment
is as follows:

<TABLE>
<CAPTION>
                                                           Three Months ended                       Nine Months ended
                                                              September 30,                            September 30,
                                                       2006                2005                 2006               2005
                                                --------------------------------------------------------------------------

Net Revenue:
<S>                                                  <C>                 <C>                  <C>                <C>
 Food Product Development                       $        41,051     $        15,870      $       76,434     $       25,833
 Personal Safety Training and Products                      314                 426               4,217              2,705
 E-tailer                                               159,264             108,697             356,116            375,417
Net Revenue by Reportable Segment               $       200,629     $       124,993      $      436,767     $      403,955
All Other Operating Revenue                                 196                   -                 588                429
                                                --------------------------------------------------------------------------
 Consolidated Net Revenue                       $       200,825     $       124,993      $      437,355     $      404,384
                                                --------------------------------------------------------------------------
Operating Income (Loss):
 Food Product Development                       $      (848,167)    $      (540,311)     $   (2,146,013)    $   (1,325,459)
 Personal Safety Training and Products                      139                 262               3,895              1,958
 E-tailer                                                (2,938)            (20,723)              6,935            (62,530)
                                                --------------------------------------------------------------------------
Operating Loss by Reportable Segment            $      (850,966)    $      (560,772)     $   (2,135,183)    $   (1,386,031)
All Other Operating Loss                             (8,158,755)           (478,541)        (11,840,833)        (2,715,017)
                                                --------------------------------------------------------------------------
 Consolidated Operating Loss
                                                $    (9,009,721)    $    (1,039,313)     $  (13,976,016)    $   (4,101,048)
                                                --------------------------------------------------------------------------
Net Income (Loss) Before Minority Interest:
 Food Product Development                       $      (848,170)    $      (541,203)     $   (2,150,777)    $   (1,327,047)
 Personal Safety Training and Products                      139                 262               3,895              1,958
 E-tailer                                                (2,938)            (20,491)              6,400            (62,023)
                                                --------------------------------------------------------------------------
 Net Loss by Reportable Segment                 $      (850,969)    $      (561,432)     $   (2,140,482)    $   (1,387,112)
 All Other Net Loss                                  (8,117,532)           (473,355)        (11,732,937)        (3,655,767)
                                                --------------------------------------------------------------------------
Consolidated Net Loss Before Minority Interest  $    (8,968,501)    $    (1,034,787)     $  (13,873,419)    $   (5,042,879)
</TABLE>

-------------------------------------------------------------------------------
                                                         September 30,
Total Assets:                                      2006                2005
-------------------------------------------------------------------------------
Food Product Development                    $     5,964,060     $     6,230,123
Personal Safety Training and Products                 1,007               1,100
E-tailer                                             97,516              81,429
                                            -----------------------------------
                                                  6,062,583           6,312,652
All other segments                                2,788,429           1,156,633
-------------------------------------------------------------------------------
Consolidated assets                         $     8,851,012     $     7,469,285
-------------------------------------------------------------------------------


                                       23